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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                      -------------------------------------

                                    FORM 10-K

                      -------------------------------------


(Mark one)

   [X]   Annual Report Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934

         FOR THE FISCAL YEAR ENDED MARCH 3, 2001

                                       or

   [ ]   Transition Report Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934

         COMMISSION FILE NUMBER 1-8546

                                    SYMS CORP
             -----------------------------------------------------
             (Exact name of registrant as specified in its charter)

          NEW JERSEY                                   NO. 22-2465228
-------------------------------             ------------------------------------
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or Organization)

     SYMS WAY, SECAUCUS, NEW JERSEY                              07094
---------------------------------------                        ----------
(Address of Principal Executive Offices)                       (Zip Code)

        Registrant's telephone number, including area code (201) 902-9600

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

                                                        Name of Each Exchange on
      Title of Each class                                  Which Registered
----------------------------                            ------------------------
Common Stock, $.05 Par Value                            New York Stock Exchange

SECURITIES REGISTERED PURSUANT TO SECTION 12 (g) OF THE ACT:

                                      NONE

     Indicate by check mark whether registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                                  Yes X No ___

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]

     The aggregate market value of the voting stock of the registrant held by
non-affiliates on May 14, 2001 was $50,411,667 based upon the closing price of
such stock on that date.

As of MAY 14, 2001, 15,736,090 shares of Common Stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:

     Portions of the registrant's Proxy Statement for the 2001 annual meeting of
stockholders to be filed pursuant to Regulation 14A are incorporated in Part III
hereof by reference.

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<PAGE>


                                     PART I

ITEM 1. BUSINESS

GENERAL

     Syms Corp operates a chain of 45 "off-price" retail stores located
throughout the Northeastern and Middle Atlantic regions and in the Midwest,
Southeast and Southwest. Each Syms store offers a broad range of first quality,
in-season merchandise bearing nationally recognized designer or brand-name
labels at prices substantially lower than those generally found in department
and specialty stores. Syms directs its merchandising efforts at predominantly
middle-income, fashion-minded and price conscious customers.

     Since the first Syms store opened in New York City in 1959, the Company has
expanded to 45 stores and the aggregate amount of selling space in Syms stores
increased from approximately 2,000 square feet to approximately 1,776,000 square
feet. The Company maintains a 277,000 square foot distribution center and
executive headquarters in Secaucus, New Jersey.

     The Company maintains its executive offices at Syms Way, Secaucus, New
Jersey 07094, telephone (201) 902-9600. Unless otherwise noted, references to
the "Company" or to "Syms" relate to Syms Corp, its subsidiaries and their
predecessors.

DESCRIPTION OF BUSINESS

     The Syms chain of 45 apparel stores offers a broad range of "off-price"
first quality, in-season merchandise consisting primarily of men's tailored
clothing and haberdashery, women's dresses, suits and separates, children's
apparel and men's, women's and children's shoes. Syms stores emphasize better
quality, nationally recognized designer and brand name merchandise at prices
substantially below those generally charged by department and specialty stores.
Syms carries a wide selection of sizes and styles of men's, women's and
children's wear.

     Syms operates in a single industry segment and has no foreign operations.
No material part of the Company's consolidated revenues is received from a
single customer or group of customers.

MERCHANDISE

     For the year ended March 3, 2001, net sales were generated by the following
categories:

           Men's tailored clothes and haberdashery .............       54%
           Women's dresses, suits, separates and accessories....       31%
           Shoes ...............................................        6%
           Children's wear .....................................        7%
           Luggage, domestics and fragrances ...................        2%
                                                                      ---
                                                                      100%

     Most of the items sold by the Company consist of nationally recognized
fashion name merchandise. Merchandise is displayed by type and size on
conveniently arranged racks or counters. No emphasis is placed on any particular
"label". The stores generally offer minor alterations for an additional charge.

PURCHASING

     The Company purchases first-quality, in-season, brand-name merchandise
directly from manufacturers on terms more favorable than those generally
obtained by department and specialty stores. Syms estimates that approximately
200 brand-name manufacturers of apparel are represented in its stores. The
Company does not maintain large out-of-season inventories. However, Syms
occasionally buys certain basic clothing which does not change in style from
year to year at attractive prices for storage until the following season.
Purchasing is performed by a buying staff in conjunction with their General
Merchandise Manager and several other key divisional merchandise managers.

DISTRIBUTION

     The Company owns a distribution center, located at Syms Way, Secaucus, New
Jersey. The facility contains approximately 277,000 square feet of warehouse and
distribution space, 34,000 square feet of office space and 29,000 square feet of
store space. The facility is located on an 18.6 acre parcel of land for which
the Company holds a ground lease for a remaining term of 275 years. Most
merchandise is received from manufacturers at the distribution center where it
is inspected, ticketed and allocated to particular stores.


                                       1
<PAGE>


MARKETING


     The Company's pricing policy is to affix a ticket to each item displaying
Syms' selling price as well as the price the Company regards as the traditional
full retail price of that item at department or specialty stores. All garments
are sold with the brand-name as affixed by the manufacturer. Because women's
dresses are vulnerable to considerable style fluctuation, Syms has long utilized
a ten-day automatic markdown pricing policy to promote movement of merchandise.
The date of placement on the selling floor of each women's dress is stamped on
the back of the price ticket. The front of each ticket contains what the Company
believes to be the nationally advertised price, the initial Syms price and three
reduced prices. Each reduced price becomes effective after the passage of ten
selling days. Women's dresses represent approximately 4.5 % of net sales. The
Company also offers "dividend" prices consisting of additional price reductions
on various types of merchandise.

     Syms has as its tag line "An Educated Consumer is Our Best Customer"(R),
one of the best known in retail advertising. The Company advertises principally
on television, radio and, more recently, has enhanced its advertising by
including print media as well as direct mail to its credit card customer base.

     The Company sells its merchandise for cash, checks, national credit cards,
and its own Syms credit card. Syms sells its own credit card receivables on a
non-recourse basis to a third party for a fee. Merchandise purchased from the
Company may be returned within a reasonable amount of time, within season. The
Company does not offer cash refunds for purchases, but issues credits toward the
Syms charge card and other major credit cards or store merchandise credits which
may be used toward the purchase of other merchandise.

TRADEMARKS

     "Syms", "An Educated Consumer is Our Best Customer"(R), "Names You Must
Know"(R), and "The More You Know About Clothing, the Better it is for Syms"(R)
have been registered with the United States Patent and Trademark Office.

COMPETITION

     The retail apparel business is highly competitive, and the Company accounts
for only a small fraction of the total market for men's, women's and children's
apparel. The Company's stores compete with discount stores, apparel specialty
stores, department stores, manufacturer-owned factory outlet stores and others.
Many of the stores with which the Company competes are units of large national
or regional chains that have substantially greater resources than the Company.
Retailers having substantially greater resources than the Company have indicated
their intention to enter the "off-price" apparel business, and the "off-price"
apparel business itself has become increasingly competitive, especially with
respect to the increased use by manufacturers of their own factory outlets. At
various times of the year, department store chains and specialty shops offer
brand-name merchandise at substantial markdowns.

OPERATIONS AND CONTROL SYSTEMS

     The Company has implemented a merchandise control system which tracks a
product from its purchase to its ultimate sale in the Company's stores. The
system tracks the product by store in approximately 750 categories. All the
information regarding the product is transmitted daily through telephone lines
to the Company's database at its executive headquarters. Each week the Company's
executives receive detail reports regarding sales and inventory levels in units
and retail dollars on a store-by-store basis.

     Management of the Company visit stores on a regular basis to coordinate
with the store managers, among other things, in the training of employees in
loss prevention methods. Each store has on premises security personnel during
normal hours and a security system after hours.

EMPLOYEES

     At March 3, 2001, the Company had 2,314 employees of whom approximately 720
work part time. The Company has collective bargaining agreements with the
Retail, Wholesale and Department Store Union and the United Food and Commercial
Workers Union which expire in the year 2003 and cover 1,616 sales and tailor
employees. The Company believes its relationships with the unions are good.
Approximately 30 to 100 persons, consisting mostly of sales personnel, are
employed at each Syms store.


                                       2
<PAGE>


ITEM 2. PROPERTIES

THE STORES

    Location

     At March 3, 2001, the Company had 45 stores, 23 of which are located in
leased facilities. The following table indicates the locations of the stores and
the approximate selling space of each location. In addition to the selling space
indicated, each store contains between approximately 2,000 to 12,000 square feet
for inspection and ticketing of merchandise and administrative functions.

<TABLE>
<CAPTION>
                                       LEASED/       SELLING                                            LEASED/       SELLING
    STATE       LOCATION                OWNED         SPACE         STATE       LOCATION                 OWNED         SPACE
    -----       --------               ------         -----         -----       --------                ------         -----
<S>             <C>                    <C>           <C>        <C>             <C>                     <C>           <C>
CONNECTICUT                                                     NEW YORK/NEW JERSEY
                Fairfield               Owned        32,000                     Park Avenue             Leased        45,000
                Hartford               Leased        31,000                     Trinity                  Owned        40,000
                                                                                Westbury                 Owned        72,000
                                                                                Commack                  Owned        36,000
FLORIDA                                                                         Westchester             Leased        50,000
                Fort Lauderdale         Owned        44,000                     Rochester                Owned        32,000
                Miami                   Owned        45,000                     Buffalo                  Owned        39,000
                West Palm Beach        Leased        36,000                     Paramus                  Owned        56,000
                Tampa                   Owned        38,000                     Woodbridge              Leased        32,000
                Kendall                Leased        32,000                     Secaucus                 Owned        29,000
GEORGIA                                                                         Cherry Hill              Owned        55,000
                Norcross                Owned        41,000                     Lawrenceville           Leased        54,000
                Marietta                Owned        39,000     NORTH CAROLINA
ILLINOIS                                                                        Charlotte               Leased        30,000
                Addison                 Owned        47,000
                Niles                  Leased        32,000     OHIO
                Chicago                Leased        39,000                     Highland Heights        Leased        36,000
                                                                                Sharonville             Leased        31,000
MARYLAND
                Baltimore              Leased        43,000     PENNSYLVANIA
                Rockville               Owned        61,000                     King of Prussia          Owned        41,000
                Towson                 Leased        41,000                     Franklin Mills Mall     Leased        22,000
MASSACHUSETTS                                                                   Monroeville              Owned        31,000
                Norwood                Leased        36,000                     Pittsburgh              Leased        40,000
                Peabody                Leased        39,000
                                                                RHODE ISLAND
                                                                                N. Cranston             Leased        27,000
MICHIGAN
                Southfield              Owned        46,000     TEXAS
                Troy                   Leased        37,000                     Dallas                   Owned        42,000
MISSOURI                                                                        Houston                  Owned        34,000
                St. Louis              Leased        33,000                     Hurst                    Owned        38,000
                                                                VIRGINIA

                                                                                Falls Church            Leased        39,000
                                                                                Potomac Mills Mall      Leased        33,000
</TABLE>

                                       3
<PAGE>

     Syms stores are either "free standing" or located in shopping centers or
indoor malls, and all are surrounded by adequate parking areas, except for the
two New York City stores and the one downtown Chicago store. Syms stores are
usually located near a major highway or thoroughfare in suburban areas populated
by at least 1,000,000 people and are readily accessible to customers by
automobile. In certain areas where the population is in excess of 2,000,000
people, Syms has opened more than one store in the same general vicinity.

   Lease Terms

     Twenty-two of the Company's 45 stores are currently leased from unrelated
parties, and the Elmsford, New York store is leased from Sy Syms, the Chairman
of Syms Corp. The following table summarizes lease expirations and any renewal
options:

<TABLE>
<CAPTION>
                                      Number of           Number of
     Calendar                          Leases            Leases with          Range in Years of
     Periods                        Expiring (1)       Renewal Options       Option Periods (2)
     -------                        ------------       ---------------      -------------------
     <S>                                <C>                     <C>               <C>
     2001                                3                      0                   0
     2002                                4                      1                   4
     2003                                0                      0                   0
     2004                                1                      1                   0
     2005                                5                      4                   5
     2006 and thereafter                12                      8                 2.5 - 5
</TABLE>

     (1)  Westchester - month to month basis.

     (2)  Depending on the applicable option, the minimum rent due during the
          renewal option periods may be based upon a formula contained in the
          existing lease or negotiations between the parties.

Store leases provide for a base rental of between approximately $4.30 and $18.23
per square foot. In addition, under the "net" terms of all of the leases, the
Company must also pay maintenance expenses, real estate taxes and other charges.
Four of the Company's stores have a percentage of sales rental as well as a
fixed minimum rent. Rental payments for Syms' leased stores aggregated
$11,131,585 for the year ended March 3, 2001, of which $600,000 was paid to Sy
Syms as fixed rent.

   Store Openings/Closings

     No new stores were opened this year. Two stores were closed this year. The
store located in downtown Boston was closed on October 29, 2000, and the store
located in Gurnee Mills mall in Chicago, IL, was closed on January 13, 2001.

ITEM 3. LEGAL PROCEEDINGS

     The Company is a party to routine litigation incident to its business.
Management of the Company believes, based upon its assessment of the actions and
claims outstanding against the Company, and after discussion with counsel, that
there are no legal proceedings that will have a material adverse effect on the
financial condition or results of operations of the Company. Some of the
lawsuits to which the Company is a party are covered by insurance and are being
defended by the Company's insurance carriers.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     There were no matters submitted to a vote of security holders during the
fourth quarter of the fiscal year covered by this Annual Report.


                                       4
<PAGE>


                                     PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
        STOCKHOLDER MATTERS

MARKET INFORMATION

     The following table sets forth for the period indicated the high and low
sales prices for the Company's common stock as reported by the New York Stock
Exchange using the trading symbol SYM.

                                                     HIGH           LOW
                                                    ------         ------
     2000  Quarter ended March 3, 2001               $5.85         $4.437
           Quarter ended November 25, 2000           6.125          3.687
           Quarter ended August 26, 2000             4.625          3.375
           Quarter ended May 27, 2000                4.375          3.312

     1999  Quarter ended February 26, 2000          $6.188         $4.313
           Quarter ended November 27, 1999           8.875          5.125
           Quarter ended August 28, 1999             8.188          7.438
           Quarter ended May 29, 1999                8.375          7.375


HOLDERS

     As of May 1, 2001 there were 142 record holders of the Company's Common
Stock. The Company believes that there were in excess of 1,492 beneficial owners
of the Company's Common Stock as of that date.

DIVIDENDS

     The Board of Directors of the Company did not declare dividends in the
fiscal years ended March 3, 2001 and February 26, 2000. Payment of dividends is
within the discretion of the Company's Board of Directors and depends upon
various factors including the earnings, capital requirements and financial
condition of the Company (see Note 4 to notes to consolidated financial
statements regarding covenants in the Company's revolving credit agreement). The
Company intends generally to retain earnings, if any, to fund development and
growth of its business. The Company does not plan on paying dividends in the
near term.


                                       5
<PAGE>


ITEM 6. SELECTED FINANCIAL DATA

     The selected financial data presented below has been derived from the
Company's audited Consolidated Financial Statements for the fiscal years ended
March 3, 2001, February 26, 2000, February 27, 1999, February 28, 1998 and March
1, 1997. The selected financial data presented below should be read in
conjunction with such Financial Statements and notes thereto.

<TABLE>
<CAPTION>
                                                                     FISCAL YEAR ENDED
                                          -------------------------------------------------------------------------
                                           MARCH 3,     FEBRUARY 26,     FEBRUARY 27,    FEBRUARY 28,      MARCH 1,
                                             2001           2000            1999            1998           1997
                                          ---------      ---------       ---------        ---------     ---------
                                                           (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S>                                       <C>            <C>             <C>             <C>           <C>
INCOME STATEMENT DATA:
Net sales ...........................     $ 342,316      $ 341,570       $ 343,858       $ 352,959     $ 346,792
Net income (loss) ...................        (8,333)         2,224          17,449          23,036        19,065
Net income (loss) per share - basic .         (0.52)          0.14            1.00            1.30          1.08
Net income (loss) per share - diluted         (0.52)          0.14            1.00            1.29          1.08
Cash dividends per share ............          --             --              --              --            --

BALANCE SHEET DATA:
Working capital .....................     $  86,638      $  87,812       $ 101,592       $  99,728     $  78,228
Total assets ........................       276,867        300,314         298,742         294,192       284,018
Capitalized leases ..................          --             --              --               419           900
Other long term liabilities .........         2,409          2,436           1,567             964           633
Shareholders' equity ................       243,935        253,428         258,760         250,870       226,434
</TABLE>


ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     This Annual Report includes forward-looking statements (as such term is
defined in the Private Securities Litigation Reform Act of 1995) and information
relating to the Company that are based on the beliefs of the management of the
Company as well as assumptions made by and information currently available to
the management of the Company. When used in this Annual Report, the words
"anticipate," "believe," "estimate," "expect," "intend," "plan," and similar
expressions, as they relate to the Company or the management of the Company,
identify forward-looking statements. Such statements reflect the current views
of the Company with respect to future events, the outcome of which is subject to
certain risks, including among others general economic and market conditions,
decreased consumer demand for the Company's products, possible disruptions in
the Company's computer or telephone systems, possible work stoppages, or
increases in labor costs, effects of competition, possible disruptions or delays
in the opening of new stores or inability to obtain suitable sites for new
stores, higher than anticipated store closings or relocation costs, higher
interest rates, unanticipated increases in merchandise or occupancy costs and
other factors which may be outside the Company's control. Should one or more of
these risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results or outcomes may vary materially from those described
therein as anticipated, believed, estimated, expected, intended or planned.
Subsequent written and oral forward-looking statements attributable to the
Company or persons acting on its behalf are expressly qualified in their
entirety by the cautionary statements in this paragraph.


                                       6
<PAGE>


RESULTS OF OPERATIONS

     The following discussion compares the fiscal years ended March 3, 2001,
February 26, 2000 and February 27, 1999. The fiscal year ended March 3, 2001 was
comprised of 53 weeks. The fiscal years ended February 26, 2000 and February 27,
1999 were each comprised of 52 weeks.

     Fiscal Year Ended March 3, 2001 (Fiscal 2000) Compared to Fiscal Year Ended
February 26, 2000 (Fiscal 1999)

     Net sales for the fiscal year ended March 3, 2001, were $342,316,000, an
increase of $746,000 (.2%) as compared to net sales of $341,570,000 for the
fiscal year ended February 26, 2000. Comparable store sales for the fiscal year
ended March 3, 2001 declined .5%. The Company estimates that the extra week in
the fiscal year ended March 3, 2001 added approximately $4,013,000 in net sales
compared to the previous year. The closing of the Boston store on October 29,
2000 accounted for approximately a $2,000,000 decline in sales.

     Gross profit for the fiscal year ended March 3, 2001 was $126,887,000, a
decrease of $1,838,000 (37.1% as a percentage of net sales) as compared to
$128,725,000 (37.7% as a percentage of net sales). This decrease is largely due
to higher markdowns taken in the third quarter of approximately $2,600,000 to
cover an increased amount of aged merchandise and inventory for closed stores,
which was partially offset by an improved shrinkage performance.

     Selling, general and administrative (SG&A) expense was $84,810,000 (24.8%
as a percentage of net sales) for the fiscal year ended March 3, 2001 as
compared to $83,592,000 (24.5% as a percentage of net sales) for the fiscal year
ended February 26, 2000. This increase in SG&A expenses of $1,218,000 is largely
attributable to the opening of three new stores in fiscal 1999, which were not
open for the entire fiscal year in 1999.

     Advertising expense for the fiscal year ended March 3, 2001 was $10,122,000
(3.0% as a percentage of net sales) as compared to $10,210,000 (3.0% as a
percentage of net sales) for the fiscal year ended February 26, 2000.

     Occupancy costs were $21,366,000 (6.2% as a percentage of net sales) for
the fiscal year ended March 3, 2001 as compared to $20,688,000 (6.1% as a
percentage of net sales) for the fiscal year ended February 26, 2000. This
increase is largely attributable to the expense of new stores opened in fiscal
1999 which were not opened for the entire fiscal year 1999.

     Depreciation and amortization amounted to $11,468,000 (3.4% as a percentage
of net sales) for the fiscal year ended March 3, 2001, as compared to
$10,580,000 (3.1% as a percentage of net sales) for the fiscal year ended
February 26, 2000. This increase is attributable to the addition of new stores
opened in fiscal 1999 and the acquisition of new MIS systems and equipment.

     During the third quarter, the Company recorded a store closing charge of
$12.9 million relating to a plan to close five stores, including its store in
Boston, Massachusetts (which closed on October 29, 2000), and an additional
lease commitment associated with a previously closed store. The action was taken
by the Company to enhance competitiveness, reduce expenses and to improve
efficiencies.

     The net loss before income taxes was $13,661,000 for the fiscal year ended
March 3, 2001 as compared to a net profit before income taxes of $3,645,000 for
the fiscal year ended February 26, 2000. This variance is largely attributable
to the recording of a store closing charge in the third quarter 2000 for the
closing of certain stores.

     For the fiscal year ended March 3, 2001, the effective income tax rate was
39.0% which was the same as the fiscal year ended February 26, 2000.

     Fiscal Year Ended February 26, 2000 (Fiscal 1999) Compared to February 27,
1999 (Fiscal 1998)

     Net sales for the fiscal year ended February 26, 2000, were $341,570,000 a
decrease of $2,288,000 (or .7%) as compared to net sales of $343,858,000 for the
fiscal year ended February 27, 1999. Comparable store sales for the fiscal year
ended February 26, 2000 declined 5.9%. This sales decline continues to be
impacted by increased price competition and increased promotional activity from
other retailers.

     Gross profit for the fiscal year ended February 26, 2000 was $128,725,000,
a decrease of $7,175,000 (37.7 % as a percentage of net sales) as compared to
$135,900,000 (39.5% as a percentage of net sales) for the fiscal year ended
February 27, 1999. This decrease is largely due to the decline in sales and
higher markdowns which was partially offset by an improved shrinkage
performance.


                                       7
<PAGE>


     Selling, general and administrative (SG&A) expense was $83,592,000 (24.5%
as a percentage of net sales) for the fiscal year ended February 26, 2000 as
compared to $73,886,000 (21.5% as a percentage of net sales) for the fiscal year
ended February 27, 1999. This increase in SG&A expenses of approximately
$9,706,000 is largely attributable to the opening of new stores. The SG&A
expenses of these new stores amounted to $6,303,000 for the fiscal year ended
February 26, 2000.

     Advertising expense for the fiscal year ended February 26, 2000 was
$10,210,000 (3.0% as a percentage of net sales) as compared to $7,581,000 (2.2%
as a percentage of net sales) for the fiscal year ended February 27, 1999. The
increase of $2,629,000 resulted from increased TV advertising in the first half
of this year and increased number of direct mail customers in fiscal 1999 as
compared to fiscal 1998 resulting from a management decision to spend more
advertising dollars in an effort to improve sales performance.

     Occupancy costs were $20,688,000 (6.1% as a percentage of net sales) for
the fiscal year ended February 26, 2000 as compared to $16,717,000 (4.9% as a
percentage of net sales) for the fiscal year ended February 27, 1999. This
increase is largely attributable to the expense of new stores for the fiscal
year ended February 26, 2000.

     Depreciation and amortization amounted to $10,580,000 (3.1% as a percentage
of net sales) for the fiscal year ended February 26, 2000 as compared to
$8,541,000 (2.5% as a percentage of net sales) for the fiscal year ended
February 27, 1999. This increase is attributable to the addition of new stores
and the acquisition of new MIS systems and equipment.

     Income before income taxes was $3,645,000 (a decrease of $25,437,000, or
87.5%) for the fiscal year ended February 26, 2000, as compared to $29,082,000
for the fiscal year ended February 27, 1999. This decrease resulted mostly from
the decline in sales, gross margin and higher SG&A expenses largely attributable
to the opening of three new stores.

     For the fiscal year ended February 26, 2000 the effective income tax rate
was 39.0% as compared to 40.0% for the fiscal year ended February 27, 1999. In
the fiscal year ended February 27, 1999, the effective tax rate was affected by
the addition of tax reserves pertaining to certain states.

LIQUIDITY AND CAPITAL RESOURCES

     Working capital at March 3, 2001 was $86,638,000, a decrease of $1,719,000
from February 26, 2000, and the ratio of current assets to current liabilities
increased to 3.84 to 1 as compared to 2.98 to 1 at February 26, 2000.

     Net cash provided by operating activities totaled $4,654,000 for the fiscal
year ended March 3, 2001 as compared to $36,132,000 for the fiscal year ended
February 26, 2000. The major reasons for the decrease in cash provided by
operating activities was attributed to a loss in the fiscal year and lower
accounts payable.

     Net cash used in investing activities was $5,691,000 for the fiscal year
ended March 3, 2001 as compared to $19,051,000 for the fiscal year ended
February 26, 2000. Purchases of property and equipment totaled $6,073,000 and
$19,203,000 for the fiscal years ended March 3, 2001 and February 26, 2000,
respectively.

     Net cash used in financing activities was $1,160,000 for the fiscal year
ended March 3, 2001 as compared to $10,325,000 for the fiscal year ended
February 26, 2000 and $7,690,000 for the fiscal year ended February 27, 1999.

     The Company has a revolving credit agreement with a bank for a line of
credit not to exceed $30,000,000 through May 3, 2002. Except for funds provided
from this revolving credit agreement, the Company has satisfied its operating
and capital expenditure requirements, including those for the operation and
expansion of stores, from internally generated funds. For the fiscal year ended
March 3, 2001, under the revolving credit agreement, the borrowings peaked at
$6,850,000 and the average amount of borrowings was $488,000 with a weighted
average interest rate of 8.00%. For the fiscal year ended February 26, 2000, the
average amount of borrowings under the revolving credit agreement was $888,000
with a weighted average interest rate of 6.33%.

     In addition, the Company has a separate $10,000,000 credit facility with
another bank available for the issuance of letters of credit for the purchase of
merchandise. This agreement may be canceled at any time by either party. At
March 3, 2001 and at February 26, 2000, the Company had $2,592,704 and
$3,264,965 respectively, in outstanding letters of credit.


                                       8
<PAGE>


     The Company has planned capital expenditures of approximately $5,000,000
for the fiscal year ending March 2, 2002.

     The Company's Board of Directors had authorized the repurchase of up to 15%
of its outstanding shares of common stock at prevailing market prices through
October 12, 2001. During the year ended March 3, 2001, the Company has purchased
200,000 shares which represented 1.3% of its outstanding shares at a total cost
of $1,160,000.

     Management believes that existing cash, internally generated funds, trade
credit and funds available from the revolving credit agreement will be
sufficient for working capital and capital expenditure requirements for the
fiscal year ending March 2, 2002.

IMPACT OF INFLATION AND CHANGING PRICES

     Although the Company cannot accurately determine the precise effect of
inflation on its operations, it does not believe inflation has had a material
effect on sales or results of operations.

NEW ACCOUNTING PRONOUNCEMENTS

     In June 1998, Statement of Financial Accounting Standards No. 133,
"Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133") was
issued. In June 2000, Statement of Financial Accounting Standards No. 138,
"Accounting for Certain Derivative Instruments and Hedging Activities, an
Amendment of FASB Statement No. 133" ("SFAS 138") was issued. SFAS 133 and SFAS
138 address the accounting for derivative instruments, including certain
derivative instruments embedded in other contracts, and hedging activities. The
Company is required to adopt SFAS 133 and SFAS 138 in the first quarter of 2001.
The Company anticipates that the adoption of SFAS 133 and SFAS 138 as of March
4, 2001 will not have a material effect on its financial position or results of
operations.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The Company's consolidated financial statements are filed together with
this Annual Report. See index to Consolidated Financial Statements in Item 14.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

     Not Applicable

                                       9
<PAGE>

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT


     The directors and executive officers of the Company are as follows:

<TABLE>
<CAPTION>
         NAME                   AGE            TITLE
         ----                   ---            -----
<S>                             <C>   <C>
Sy Syms (1)(2)..............    75    Chairman of the Board and
                                      Director of the Company

Marcy Syms (1)(2)...........    50    Chief Executive Officer/President
                                      and Director of the Company

Antone F. Moreira ..........    64    Vice President, Treasurer and Chief
                                      Financial Officer and Director of the
                                      Company

Harvey A. Weinberg (3)(4)...    63    Director of the Company

David A. Messer (3)(4)......    39    Director of the Company

Wilbur L. Ross, Jr (3)(4)...    63    Director of the Company

Ronald Zindman..............    51    Executive Vice President - General Merchandise
                                      Manager

Allen Brailsford............    57    Executive Vice President - Operations

Myra Butensky...............    42    Vice President - Divisional Merchandise Manager Men's
                                      Tailored Clothing

James Donato................    45    Vice President - Operations

Elyse Marks.................    48    Vice President - Information Services

John Tyzbir.................    47    Vice President - Human Resources
</TABLE>

(1)  Member of the Executive Committee of the Company.

(2)  Sy Syms is the father of Marcy Syms.

(3)  Member of the Stock Option - Compensation Committee of the Company.

(4)  Member of the Audit Committee of the Company.

     The members of the Company's Board of Directors hold office until the next
annual meeting of shareholders and until their successors are duly elected and
qualified. Executive officers are elected annually by the Board of Directors of
the Company and serve at the pleasure of the Board. Marcy Syms is the daughter
of Sy Syms. There are no other family relationships between any directors or
executive officers of the Company. None of the organizations with which these
persons were previously associated is a parent, subsidiary or other affiliate of
the Company except as otherwise set forth.


                                       10
<PAGE>


     SY SYMS has been Chairman of the Board, Chief Executive Officer and a
Director of the Company and/or its predecessors since 1959. Mr. Syms was Chief
Operating Officer of the Company from 1983 to 1984. Mr. Syms has been a Director
of Israel Discount Bank of New York since December 1991. On January 22, 1998, Sy
Syms relinquished his position as Chief Executive Officer to Marcy Syms. Since
that date Mr. Syms has been Chairman of the Board.

     MARCY SYMS has been President and a Director of the Company since 1983 and
Chief Operating Officer of the Company since 1984. On January 22, 1998, Marcy
Syms was named Chief Executive Officer/President.

     ANTONE F. MOREIRA has been Vice President, Chief Financial Officer and
Treasurer of Syms Corp since May 1997. From 1996 to May 1997, Mr. Moreira was a
financial consultant with Equitable Assurance Society, a financial services
organization. From 1990 to 1995, Mr. Moreira was Executive Vice President and
Chief Financial Officer of Stuarts Department Stores, Inc., a regional discount
department store chain operating in New England. Mr. Moreira has been a Director
of the Company since May 1997.

     HARVEY A. WEINBERG has been a consultant since April 1994. From April 1992
to April 1994, he was President and Chief Executive Officer of HSSI, Inc., a
retailer of men's and women's apparel. From 1987 to September 1990, he was Chief
Executive Officer and Vice Chairman of the Board of Directors of Hartmarx
Corporation and from 1990 to September 1992, he served as Chairman of the Board
of Hartmarx Corporation. He is a trustee of Glimcher Realty Trust, a real estate
investment trust. He has been a Director of the Company since December 1992.

     DAVID A. MESSER has been President of Sempra Energy Trading, a subsidiary
of Sempra Energy, Inc. (NYSE: SRE), since January 1998. Prior to January 1998,
Mr. Messer was President of AIG Trading Corporation, where he had been employed
since March 1990. He has been a Director of the Company since July 1996.

     WILBUR L. ROSS, JR. has been a principal of W.L. Ross & Company LLC since
2000. Prior to 2000, Mr. Ross was Managing Director of Rothchild, Inc. from 1976
to 1999. He was a Director of the Company from 1983 through March 1999 and was
reappointed Director in October 2000.

     RONALD ZINDMAN has been Executive Vice President - General Merchandise
Manager since March 1997. He was Vice President, General Merchandise Manager,
Ladies, Mens and Haberdashery from July 1994 to March 1997. Previously, Mr.
Zindman was Vice President - General Merchandise Manager Ladies from March 1993
to July 1994 and a buyer of men's and women's merchandise from March 1990 to
March 1993.

     ALLEN BRAILSFORD has been Executive Vice President since April 2001. Mr.
Brailsford was Vice President of Operations from March 1992 to March 2001, and
from March 1985 to March 1992, he was Director of Distribution.

     MYRA BUTENSKY has been Vice President - Divisional Merchandise Manager,
Men's Tailored Clothing since January 1999. From May 1998 to January 1999, Ms.
Butensky was Divisional Merchandise Manager, Ladies. From June 1991 to April
1998, Ms. Butensky was a ladies buyer. Prior to joining the Company in 1991, Ms.
Butensky was a buyer with Popular Trading Club, Inc, and also spent 10 years
with Macy's in a number of buying positions.

     JAMES DONATO has been Vice President of Operations since April 2001. From
November 1997 to March 2001 he was Director of Store Planning. Prior to November
1997, Mr. Donato was in store management as a District Manager and Store Manager
of the Company.

     ELYSE MARKS has been Vice President of MIS since April 2001. From November
1999 to March 2001 Ms. Marks was Director of MIS. Prior to November 1999, Ms.
Marks was manager of MIS and store systems. From 1983 to 1987, she was also in
store management for the Company.

     JOHN TYZBIR has been Vice President - Human Resources since April 1999.
From January 1995 to October 1997, Mr. Tyzbir was Director of Human Resources of
Zallie Supermarkets Corp. From June 1991 to January 1995, Mr. Tyzbir was
Director of Human Resources and Planning of Carson Pirie Scott Inc.


                                       11
<PAGE>


ITEM 11. EXECUTIVE COMPENSATION

     In accordance with General Instruction G(3) of the General Instructions to
Form 10-K, the information called for by Item 11 is omitted from this Annual
Report and is incorporated by reference to the definitive Proxy Statement to be
filed by the Company pursuant to Regulation 14A of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended, which the
Company will file not later than 120 days after March 3, 2001, the end of the
fiscal year covered by this Annual Report.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     In accordance with General Instruction G(3) of the General Instructions to
Form 10-K, the information called for by Item 12 is omitted from this Annual
Report and is incorporated by reference to the definitive Proxy Statement to be
filed by the Company pursuant to Regulation 14A of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended, which the
Company will file not later than 120 days after March 3, 2001, the end of the
fiscal year covered by this Annual Report.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In accordance with General Instruction G(3) of the General Instructions to Form
10-K, the information called for by Item 13 is omitted from this Annual Report
and is incorporated by reference to the definitive Proxy Statement to be filed
by the Company pursuant to Regulation 14A of the General Rules and Regulations
under the Securities Exchange Act of 1934, as amended, which the Company will
file not later than 120 days after March 3, 2001, the end of the fiscal year
covered by this Annual Report.


                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

                                                                     PAGE NUMBER
                                                                     -----------
(a)(1) Financial Statements:

       Independent Auditors' Report....................................  F-1
       Consolidated Balance Sheets ....................................  F-2
       Consolidated Statements of Operations ..........................  F-3
       Consolidated Statements of Shareholders' Equity ................  F-4
       Consolidated Statements of Cash Flows ..........................  F-5
       Notes to Consolidated Financial Statements .....................  F-6

     All schedules are omitted because they are not applicable, or not required,
or because the required information is included in the consolidated financial
statements or notes thereto.

(a)(3) List of Exhibits:

     The following exhibits which are marked with an asterisk are filed as part
of this Annual Report and the other exhibits set forth below are incorporated by
reference (utilizing the same exhibit numbers, except as stated otherwise below)
from (i) the Company's Registration Statement on Form S-1 under the Securities
Act of 1933 (Registration No. 2-85554) filed August 2, 1983 and declared
effective September 23, 1983 or (ii) where indicated, the Company's reports on
Form 8-K, Form 10-Q or Form 10-K or the Company's Proxy Statement (Commission
File No. 1-8564). Management contracts or compensatory plans or arrangements
required to be filed as exhibits are identified by a (+).

3.1    Certificate of Incorporation of  Syms Corp, as amended

3.2    By-laws of Syms Corp

4.1    Specimen Certificate of Common stock

4.3    $5,600,000 New Jersey Economic Development Authority Revenue Bond
       Agreement dated December 1, 1981

4.4    Amendments to the New Jersey Economic Development Authority Revenue Bond
       Agreement
           4.4a First Amendment dated April 14, 1982
           4.4b Second Amendment dated May 17, 1982
           4.4c Third Amendment dated June 27, 1983
           4.4d Fourth Amendment dated July 14, 1983

4.5    Mortgage & Note dated December 11, 1981 between Syms Inc. and New Jersey
       Economic Development Authority


                                       12
<PAGE>


10.3   Elmsford (White Plains), New York Leased Premises
           10.3a Lease, June 21, 1977
           10.3b Lease Modification, December 28, 1978
           10.3c Lease Modification, July 26, 1983
           10.3d Consent, July 29, 1983
           10.3e Parking Area Lease No. 1, July 29, 1969
           10.3f Parking Area Sublease No. 1, November 29, 1974
           10.3g Parking Area Lease No. 2, June 23, 1969
           10.3h Parking Area Sublease No. 2, November 29, 1974
           10.3i Assignment and Assumption, July 29, 1983

10.4       Ground Lease at One Emerson Lane, Township of Secaucus, Hudson
           County, New Jersey Assignment and Assumption of Ground Lease, dated
           May 8, 1986, to Registrant (exhibit 28.1 to 8-K Report dated May
           1986)

10.21+     Syms Corp 1983 Incentive Stock Option and Appreciation Plan as
           Amended and Restated (Exhibit A to Company's Proxy Statement for the
           1993 Annual Meeting of Shareholders)

10.29      Credit Card Program Agreement dated as of March 12, 1987 and as
           amended as of March 16, 1987 between General Electric Credit Card
           Corporation and Registrant (10-K Report for fiscal year ended
           December 31, 1987)

10.32      Revolving Credit Agreement dated as of December 1, 1993 between Syms
           Corp and Summit Bank (successor to United Jersey Bank) (8-K Report
           dated December 7, 1993)

10.33      Form of Indemnification Agreement between Registrant and Directors
           and Executive Officers of the Registrant (10-K Report for fiscal year
           ended March 2, 1996)

10.34      Credit Plan Agreement dated December 11, 1995 between Citicorp Retail
           Services, Inc. and Registrant (10-K Report for fiscal year ended
           March 2, 1996)

10.35+     Employment Agreement dated November 1, 1996 between Syms Corp and
           Ronald Zindman (10-K Report for fiscal year ended March 1, 1997)

10.36+     Stock Option Certificate for Ronald Zindman (10-K Report for fiscal
           year ended March 1, 1997)

10.37      Promissory note and mortgage from Syms Corp to Marcy Syms (10-K
           Report for fiscal year ended March 1, 1997)

10.38      First Amendment to Revolving Credit Agreement, dated as of November
           24, 1997, between Syms Corp and Summit Bank. (10-K Report for fiscal
           year ended February 28, 1998)

10.39      Credit Program Agreement, dated January 27, 2000 between Syms Corp
           and Conseco Finance Corp (10-K report for fiscal year ended February
           26, 2000)

10.40      Second Amendment to Revolving Credit Agreement, dated as of May 27,
           2000, between Syms Corp and Fleet National Bank (successor to Summit
           Bank) (10-Q Report for quarter ended May 27, 2000)

10.41+     Amendment to the Amended and Restated Incentive Stock Option and
           Appreciation (10-Q Report for quarter ended November 25, 2000.)

10.42*     Third Amendment to Revolving Credit Agreement, dated as November 24,
           2000, between Syms Corp and Fleet National Bank (successor to Summit
           Bank)

10.43*     Fourth Amendment to Revolving Credit Agreement, dated as of May 4,
           2001, between Syms Corp and Fleet National Bank.

10.44*     Promissory note and mortgage from Syms Corp to Marcy Syms dated April
           1, 2001

21*        List of Subsidiaries of the Company

23*        Consent of Deloitte & Touche LLP

(b)        Reports on Form 8-K:

           During the quarter ended March 3, 2001 no reports on Form 8-K were
           filed.


                                       13
<PAGE>

                                    SIGNATURE

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Annual Report to be
signed on its behalf by the undersigned, thereunto duly authorized.

                                    SYMS CORP

                                    By:  /s/ MARCY SYMS
                                         ---------------------------------------
                                             Marcy Syms
                                             Chief Executive Officer/President

                                    Date: May 31, 2001

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
Annual Report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

SIGNATURE                           TITLE                              DATE
---------                           -----                              ----

/s/ SY SYMS                 Chairman of the Board                   May 31, 2001
------------------------    and Director
Sy Syms


/s/ MARCY SYMS              Chief Executive Officer/President       May 31, 2001
------------------------    and Director
Marcy Syms                  (Principal executive officer)


/s/ ANTONE F. MOREIRA       Vice President, Treasurer and           May 31, 2001
------------------------    Chief Financial Officer and Director
Antone F. Moreira           (Principal financial and accounting
                            officer)


/s/ HARVEY A. WEINBERG      Director                                May 31, 2001
------------------------
Harvey A. Weinberg


/s/ DAVID A. MESSER         Director                                May 31, 2001
------------------------
David A. Messer


/s/ WILBUR L. ROSS, JR.     Director                                May 31, 2001
------------------------
Wilbur L. Ross, Jr.


                                       14
<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Shareholders
Syms Corp
Secaucus, New Jersey

We have audited the accompanying consolidated balance sheets of Syms Corp and
Subsidiaries as of March 3, 2001 and February 26, 2000, and the related
consolidated statements of operations, shareholders' equity, and cash flows for
each of the three years ended March 3, 2001. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing he accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Syms Corp and Subsidiaries as of
March 3, 2001 and February 26, 2000 and the results of their operations and
their cash flows for each of the three years in the period ended March 3, 2001,
in conformity with accounting principles generally accepted in the United States
of America.

April 19, 2001


                                       F-1


<PAGE>

SYMS CORP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                           MARCH 3,        FEBRUARY 26,
                                                                            2001              2000
                                                                          ---------        ------------
<S>                                                                       <C>               <C>
ASSETS
CURRENT ASSETS:
      Cash and cash equivalents                                           $   7,485         $   9,682
      Merchandise inventories                                                99,186           116,357
      Deferred income taxes                                                   6,252             3,221
      Prepaid expenses and other current assets                               4,238             3,002
                                                                          ---------         ---------
                          Total current assets                              117,161           132,262


PROPERTY AND EQUIPMENT - NET                                                150,587           162,447

DEFERRED INCOME TAXES                                                         2,924               916

OTHER ASSETS                                                                  6,195             4,689
                                                                          ---------         ---------
TOTAL ASSETS                                                              $ 276,867         $ 300,314
                                                                          =========         =========


LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
      Accounts payable                                                    $  16,453         $  27,374
      Accrued expenses                                                        8,347            11,569
      Accrued insurance                                                       2,813             2,774
      Obligations to customers                                                2,910             2,733
                                                                          ---------         ---------
                          Total current liabilities                          30,523            44,450

OTHER LONG TERM LIABILITIES                                                   2,409             2,436

COMMITMENTS (Note 7)                                                           --                --

SHAREHOLDERS' EQUITY:
      Preferred stock, par value $100 per share - authorized 1,000
      shares; none outstanding                                                 --                --
      Common stock, par value $0.05 per share - authorized 30,000
      shares; 15,760 shares outstanding as of March 3, 2001
      (net of 2,128 treasury shares) and 15,960 shares outstanding
      as of February 26, 2000 (net of 1,928 treasury shares)                    788               798
      Additional paid-in capital                                             13,752            13,752
      Treasury stock                                                        (18,821)          (17,671)
      Retained earnings                                                     248,216           256,549
                                                                          ---------         ---------
                         Total shareholders' equity                         243,935           253,428
                                                                          ---------         ---------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                $ 276,867         $ 300,314
                                                                          =========         =========
</TABLE>

See notes to consolidated financial statements.


                                      F-2

<PAGE>

SYMS CORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
--------------------------------------------------------------------------------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                           FISCAL YEAR ENDED
                                                 ---------------------------------------
                                                  MARCH 3,   FEBRUARY 26,   FEBRUARY 27,
                                                   2001         2000           1999
                                                 ---------    ---------     ------------
<S>                                              <C>          <C>           <C>
NET SALES                                        $ 342,316    $ 341,570     $ 343,858
Cost of goods sold                                 215,429      212,845       207,958
                                                 ---------    ---------     ---------
Gross profit                                       126,887      128,725       135,900

EXPENSES

Selling, general and administrative                 84,810       83,592        73,886
Advertising                                         10,122       10,210         7,581
Occupancy                                           21,366       20,688        16,717
Depreciation and amortization                       11,468       10,580         8,541
Special charges                                     12,935            0             0
                                                 ---------    ---------     ---------
Income (loss) from operations                      (13,814)       3,655        29,175
Interest expense (income) - net                       (153)          10            93
                                                 ---------    ---------     ---------
Income (loss) before income taxes                  (13,661)       3,645        29,082
Provision (benefit) for income taxes                (5,328)       1,421        11,633
                                                 ---------    ---------     ---------

NET INCOME (LOSS)                                $  (8,333)   $   2,224     $  17,449
                                                 =========    =========     =========
Net Income (loss) Per Share -- basic             $   (0.52)   $    0.14     $    1.00
                                                 =========    =========     =========
Weighted Average Shares Outstanding -- basic        15,950       16,351        17,474
                                                 =========    =========     =========

Net Income (loss) Per Share -- diluted           $   (0.52)   $    0.14     $    1.00
                                                 =========    =========     =========

Weighted Average Shares Outstanding -- diluted      15,950       16,362        17,536
                                                 =========    =========     =========
</TABLE>


See notes to consolidated financial statements.

                                      F-3

<PAGE>

SYMS CORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
--------------------------------------------------------------------------------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                    ADDITIONAL
                            PREFERRED STOCK       COMMON STOCK        PAID-IN    TREASURY     RETAINED
                           SHARES    AMOUNT     SHARES     AMOUNT     CAPITAL      STOCK      EARNINGS       TOTAL
                           ------    ------     ------     ------    ---------   ---------    ---------    ---------
<S>                           <C>    <C>        <C>         <C>      <C>         <C>          <C>          <C>
BALANCE AS OF                 --     $  --      17,849      $ 892    $  13,102   $      --    $ 236,876    $ 250,870
      FEBRUARY 28, 1998

Exercise of stock options     --        --          39          2          650          --           --          652

Stock buyback                 --        --        (864)       (43)                 (10,168)                  (10,211)

Net income                    --        --          --         --           --          --       17,449       17,449
                           ------    ------     ------     ------    ---------   ---------    ---------    ---------
BALANCE AS OF
     FEBRUARY 27, 1999        --        --      17,024        851       13,752     (10,168)     254,325      258,760

Stock buyback                 --        --      (1,064)       (53)          --      (7,503)          --       (7,556)

Net income                    --        --          --         --           --          --        2,224        2,224
                           ------    ------     ------     ------    ---------   ---------    ---------    ---------
BALANCE AS OF
     FEBRUARY 26, 2000        --        --      15,960        798       13,752     (17,671)     256,549      253,428

Stock buyback                 --        --        (200)       (10)          --      (1,150)          --       (1,160)

Net loss                      --        --          --         --           --          --       (8,333)      (8,333)
                           ------    ------     ------     ------    ---------   ---------    ---------    ---------
BALANCE AS OF
     MARCH 3, 2001            --     $  --      15,760      $ 788    $  13,752   $ (18,821)   $ 248,216    $ 243,935
                           ======    ======     ======     ======    =========   =========    =========    =========
</TABLE>


See notes to consolidated financial statements.

                                      F-4

<PAGE>

SYMS CORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------
(IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                    FISCAL YEAR ENDED
                                                           --------------------------------------
                                                            MARCH 3,   FEBRUARY 26,  FEBRUARY 27,
                                                             2001          2000          1999
                                                           --------    -----------   -----------
<S>                                                        <C>           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                                          $ (8,333)     $  2,224      $ 17,449
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization                                11,468        10,580         8,541
Deferred income taxes                                        (5,039)       (1,103)        2,016
Gain on sale of property and equipment                         (337)         (139)         (748)
Non-cash impairment charge                                    6,473                        --
(Increase) decrease in operating assets:
   Merchandising inventories                                 17,171        13,081        (2,410)
   Prepaid expenses and other current assets                 (1,236)          751           868
   Other assets                                              (1,559)          637         1,319
Increase (decrease) in operating liabilities:

  Accounts payable                                          (10,921)        8,106        (2,718)
  Accrued expenses                                           (3,183)        1,844        (1,901)
  Obligations to customers                                      177          (718)       (1,057)
  Other long term liabilities                                   (27)          869           603
                                                           --------      --------      --------
          Net cash provided by operating activities           4,654        36,132        21,962
                                                           --------      --------      --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment                           (6,073)      (19,203)      (16,250)
Proceeds from sale of property and equipment                    382           152         1,064
                                                           --------      --------      --------
          Net cash used in investing activities              (5,691)      (19,051)      (15,186)
                                                           --------      --------      --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Purchase of treasury shares                                  (1,160)       (7,556)      (10,168)
Repayments of obligations under capital lease                  --            (419)         (481)
Revolving line of credit (repayments) borrowings               --          (2,350)        2,350
Exercise of options                                            --            --             609
                                                           --------      --------      --------
          Net cash used in financing activities              (1,160)      (10,325)       (7,690)
                                                           --------      --------      --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS         (2,197)        6,756          (914)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                9,682         2,926         3,840
                                                           --------      --------      --------
CASH AND CASH EQUIVALENTS, END OF PERIOD                   $  7,485      $  9,682      $  2,926
                                                           ========      ========      ========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the period for:

   Interest (net of amount capitalized)                    $    311      $    191      $    389
                                                           ========      ========      ========
   Income taxes paid, net of refunds                       $  1,827      $    694      $  7,507
                                                           ========      ========      ========
</TABLE>


See notes to consolidated financial statements.

                                      F-5

<PAGE>

SYMS CORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FISCAL YEARS ENDED MARCH 3, 2001, FEBRUARY 26, 2000 AND FEBRUARY 27, 1999
--------------------------------------------------------------------------------

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a.   Principal Business - Syms Corp and subsidiaries (the "Company") operates a
     chain of 45 "off-price" retail stores located throughout the Northeastern
     and Middle Atlantic regions and in the Midwest, Southeast and Southwest.
     Each Syms store offers a broad range of first quality, in-season
     merchandise bearing nationally recognized designer or brand-name labels for
     men, women and children.

b.   Principles of Consolidation - The consolidated financial statements include
     the accounts of the Company and its wholly-owned subsidiaries. All
     significant intercompany accounts and transactions have been eliminated.

c.   Accounting Period - The fiscal year ended March 3, 2001 was comprised of 53
     weeks and fiscal years ended February 26, 2000 and February 27, 1999 were
     comprised of 52 weeks.

d.   Cash and Cash Equivalents- Syms Corp considers credit card receivables and
     all short-term investments with an original maturity of three months or
     less as cash equivalents.

e.   Merchandise Inventories - Merchandise inventories are stated at the lower
     of cost or market on a first-in first- out (FIFO) basis, as determined by
     the retail inventory method.

f.   Property and Equipment - Property and equipment are stated at cost.
     Depreciation and amortization are principally determined by the
     straight-line method over the following estimated useful lives:

       Buildings and improvements   15 - 39 years
       Machinery and equipment       4 - 7 years
       Furniture and fixtures        7-10 years
       Leasehold improvements       Lesser of life of the asset or life of lease

g.   Income Taxes - Deferred income taxes reflect the future tax consequences of
     differences between the tax basis of assets and liabilities and their
     financial reporting amounts at year end.

h.   Obligation to Customers - Obligations to customers represent credits issued
     for returned merchandise as well as gift certificates.

i.   Use of Estimates - The preparation of financial statements in conformity
     with accounting principles generally accepted in the United States of
     America requires management to make estimates and assumptions that affect
     the reported amounts of assets and liabilities and disclosure of contingent
     assets and liabilities at the date of the financial statements and the
     reported amounts of revenues and expenses during the reporting period.
     Actual results could differ from those estimates.

j.   Reclassification - Certain items in prior years in specific captions of the
     accompanying consolidated financial statements and notes to consolidated
     financial statements have been reclassified for comparative purposes.

k.   Revenue Recognition - The Company recognizes revenue at the "point of
     sale". Allowance for sales returns is recorded as a component of net sales
     in the period in which the related sales are recorded.


                                      F-6

<PAGE>


l.   Comprehensive Income - Comprehensive income is equivalent to the Company's
     net income for fiscal years 2000, 1999 and 1998.

m.   Segment Reporting - Statement of Financial Accounting Standards (SFAS) No.
     131, "Disclosures about Segments of an Enterprise and Related Information"
     establishes standards for reporting information about a company's operating
     segments. It also establishes standards for related disclosures about
     products and services, geographic areas and major customers. The Company
     operates in a single operating segment - the operation of retail off-price
     stores. Revenues from external customers are derived from merchandise
     sales. The Company's merchandise sales mix by product category for the last
     three fiscal years was as follows:

<TABLE>
<CAPTION>
                                                                         Fiscal Year
                                                                 --------------------------
                                                                 2000       1999       1998
                                                                 ----       ----       ----
         <S>                                                     <C>        <C>        <C>
         Men's tailored clothes and haberdashery                  54%        54%        53%
         Women's dresses, suits, separates and accessories        31%        30%        31%
         Shoes                                                     6%         7%         8%
         Children's wear                                           7%         7%         6%
         Luggage, domestics and fragrances                         2%         2%         2%
                                                                 ----       ----       ----
                                                                 100%       100%       100%
</TABLE>

     The Company does not rely on any major customers as a source of revenue.

n.   Computer Software Costs - In March 1998, the American Institute of
     Certified Public Accountants issued Statement of Position ("SOP") 98-1,
     "Accounting for the Costs of Computer Software Developed or Obtained for
     Internal Use." SOP 98-1 requires capitalization of costs of software
     developed or purchased for internal use. The Company adoption of the SOP
     for 1999 which resulted in the capitalization of software development costs
     of approximately $4,428,000. The after tax effect on net income in 1999 was
     approximately $2,399,000 or $.15 per diluted share. There were no
     significant costs in 1998 that would have impacted net income in 1998 if
     the Company adopted the SOP earlier.

o.   In June 1998, Statement of Financial Accounting Standards No. 133,
     "Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133")
     was issued. In June 2000, Statement of Financial Accounting Standards No.
     138, "Accounting for Certain Derivative Instruments and Hedging Activities,
     an Amendment of FASB Statement No. 133" ("SFAS 138") was issued. SFAS 133
     and SFAS 138 address the accounting for derivative instruments, including
     certain derivative instruments embedded in other contracts, and hedging
     activities. The Company is required to adopt SFAS 133 and SFAS 138 in the
     first quarter of 2001. The Company anticipates that the adoption of SFAS
     133 and SFAS 138 as of March 4, 2001 will not have a material effect on its
     financial position or results of operations.



                                      F-7

<PAGE>


NOTE 2 - PROPERTY AND EQUIPMENT

Property and equipment consists of:

                                                   MARCH 3,     FEBRUARY 26,
                                                     2001          2000
                                                  ---------     ---------
                                                      (IN THOUSANDS)
Land                                              $  40,584     $  40,628
Buildings and building improvements                 115,788       115,205
Leasehold and leasehold improvements                 44,793        51,318
Machinery and equipment                              30,077        28,193
Furniture and fixtures                               21,480        20,487
Capital lease                                           --          3,763
Construction in progress                              1,248           392
                                                  ---------     ---------
                                                    253,970       259,986

Less accumulated depreciation and amortization      103,383        97,539
                                                  ---------     ---------
                                                  $ 150,587     $ 162,447
                                                  =========     =========


NOTE 3 - INCOME TAXES

The provision (benefit) for income taxes is as follows:

                                             FISCAL YEAR ENDED
                                 ------------------------------------------
                                 MARCH 3,       FEBRUARY 26,    FEBRUARY 27,
                                  2001             2000            1999
                                 -------         --------        --------
                                               (IN THOUSANDS)
Current
  Federal                        $   --          $  2,366        $  8,009
  State                             (289)             158           1,608
                                 -------         --------        --------
                                    (289)           2,524           9,617
                                 -------         --------        --------
Deferred
  Federal                         (4,047)            (190)          1,622
  State                             (992)            (913)            394
                                 -------         --------        --------
                                  (5,039)          (1,103)          2,016
                                 -------         --------        --------
                                 $(5,328)        $  1,421        $ 11,633
                                 =======         ========        ========




                                      F-8

<PAGE>

The following is a reconciliation of income taxes computed at the U.S. Federal
statutory rate to the provision for income taxes:

                                                    FISCAL YEAR ENDED
                                        ----------------------------------------
                                        MARCH 3,     FEBRUARY 26,   FEBRUARY 27,
                                          2001           2000           1999
                                        -------      -----------    ------------

Statutory Federal income tax rate       (35.0%)          35.0%          35.0%
State taxes, net of Federal income
  tax benefits                           (8.1%)         (10.3)           4.4
Officers' life insurance                  4.1%           14.3            0.6
                                        ------          -----           ----
Effective income tax rate               (39.0%)          39.0%          40.0%
                                        ======          =====           ====



The composition of the Company's deferred tax assets and liabilities is as
follows:

<TABLE>
<CAPTION>
                                                                                      FISCAL YEAR ENDED
                                                                                -----------------------------
                                                                                MARCH 3,            FEBRUARY 26,
                                                                                 2001                  2000
                                                                                -------               -------
                                                                                         (IN THOUSANDS)
<S>                                                                             <C>                   <C>
Deferred tax assets:
  Capitalization of inventory costs                                             $ 1,266               $ 1,414
  Accounts receivable                                                                76                    81
  Net operating losses                                                            4,559                   583
  Other                                                                           3,888                 3,041
                                                                                -------               -------
  Total deferred tax assets                                                       9,789                 5,119

Deferred tax liability:
  Depreciation method and different estimated lives                                (536)                 (915)
  Other                                                                             (77)                  (67)
                                                                                -------               -------
  Total deferred tax liabilities                                                   (613)                 (982)
                                                                                -------               -------
  Net                                                                           $ 9,176               $ 4,137
                                                                                =======               =======

  Current deferred tax asset                                                    $ 6,252               $ 3,221
  Long term deferred tax asset (net of non-current deferred tax liability)        2,924                   916
                                                                                -------               -------
  Net                                                                           $ 9,176               $ 4,137
                                                                                =======               =======
</TABLE>

At March 3, 2001 the Company had a federal net operating loss of approximately
$9,000,000 that expires in 2021.





                                      F-9

<PAGE>


NOTE 4 - BANK CREDIT FACILITIES

The Company has an unsecured revolving credit agreement with a bank for a line
of credit not to exceed $30,000,000 through May 3, 2002. Interest on individual
advances is payable quarterly at 1 1/2% per annum below the bank's base rate,
except that at the time of advance, the Company has the option to select an
interest rate based upon one of two other alternative calculations, with such
rate to be fixed for a period not to exceed 90 days. The average daily unused
portion is subject to a commitment fee of 3/8 of 1% per annum. There were no
outstanding borrowings against this agreement at the end of the fiscal years
March 3, 2001 and February 26, 2000.

The agreement contains financial covenants, with respect to consolidated
tangible net worth, as defined, working capital and maximum capital
expenditures, including dividends (defined to include cash repurchases of
capital stock), as well as other financial ratios. The Company was not in
compliance with certain financial covenants during the year ended March 3, 2001
and received a waiver for such non-compliance. Management expects to be in
compliance through 2001. Because compliance is based on managements' estimates
and actual results can differ from these estimates, compliance through 2001
cannot be assured. The Company believes the assumptions used are appropriate.

Total interest charges incurred for the years ended March 3, 2001, February 26,
2000 and February 27, 1999, including amounts related to capital leases, were
$319,000, $577,000, and $607,000, respectively, of which $14,000, $40,000, and
$147,000 were capitalized in fiscal 2000, 1999 and 1998, respectively, in
connection with the construction of new facilities.

In addition, the Company has a separate $10,000,000 credit facility with another
bank available for the issuance of letters of credit for the purchase of
merchandise. This agreement may be canceled at any time by either party. At
March 3, 2001 and at February 26, 2000 the Company had $2,592,704 and
$3,264,965, respectively, in outstanding letters of credit.


NOTE 5 - STORE CLOSING COSTS

During the third quarter, the Company recorded a store closing cost of $12.9
million relating to a plan to close five stores, including its Boston,
Massachusetts store (which closed October 29, 2000), and an additional lease
commitment cost associated with a previously closed store. The action was taken
by the Company to enhance competitiveness, reduce expenses and to improve
efficiencies. The company anticipates other stores will close in the next twelve
months. The charges and related remaining accruals consist of the following (in
thousands):

                                                                Amount remaining
                                                      Charges   at March 3, 2001
                                                      --------  ----------------
  Store closing costs:
    Lease commitments                                 $  6,033      $ 1,077
    Impairment of property & equipment (non cash)        6,417          --
    Severance and other employee benefits                  160           14
    Other                                                  325          342
                                                      --------      -------
                                                      $ 12,935      $ 1,429
                                                      ========      =======

Lease commitment costs, including a termination charge, were incurred for
contractual obligations that existed on two stores.

An impairment charge was recorded where management's estimates indicated that
projected operations yielded cumulative operating losses before depreciation and
amortization, on both an undiscounted and discounted basis. The Company did not
believe it could improve the profitability and expected cash flows to continue
to be negative. The amount of impairment was measured on the basis of projected
discounted operating income using a discount rate


                                      F-10
<PAGE>


indicative of the Company's average cost of funds, before the effects of
depreciation and amortization. As a result of this elevation, the Company
determined that the fixed assets could not be recovered. The costs incurred
included the write-off of leasehold improvements and furniture and fixtures to
their net realizable value.


NOTE 6 - FAIR VALUE DISCLOSURES

The estimated fair values of financial instruments which are presented herein
have been determined by the Company using available market information and
appropriate valuation methodologies. However, considerable judgment is required
in interpreting market data to develop estimates of fair value. Accordingly, the
estimates presented herein are not necessarily indicative of amounts the Company
could realize in a current market exchange.

The fair value of the Company's cash and cash equivalents, accounts receivable
and accounts payable approximates their carrying values at March 3, 2001 and
February 26, 2000 due to the short-term maturities of these instruments.


NOTE 7 - PENSION AND PROFIT SHARING PLANS

a.   PENSION PLAN - The Company has a defined benefit pension plan for all
     employees other than those covered under collective bargaining agreements.

     The benefits are based on years of service and the employee's highest
     average pay during any five consecutive years within the ten-year period
     prior to retirement. Pension plan costs are funded annually. Contributions
     are intended to provide not only for benefits attributed to service to
     date, but also for those expected to be earned in the future.

     The following information on the Company's pension plan is provided:

<TABLE>
<CAPTION>
                                                           MARCH 3,      FEBRUARY 26,    FEBRUARY 27,
                                                            2001            2000            1999
                                                           -------       ------------    ------------
                                                                       (IN THOUSANDS)
<S>                                                        <C>             <C>             <C>
CHANGE IN BENEFIT OBLIGATION:
     Net benefit obligation at beginning of year           $ 5,195         $ 5,586         $ 4,890
     Service cost                                              510             437             477
     Interest cost                                             385             356             334
     Actuarial (gain) loss                                     183            (879)            162
     Gross benefits paid                                      (244)           (305)           (277)
                                                           -------         -------         -------
     Net benefit obligation at end of year                 $ 6,029         $ 5,195         $ 5,586
                                                           =======         =======         =======

CHANGE IN PLAN ASSETS:

     Fair value of plan assets at beginning of year        $ 5,684         $ 5,137         $ 4,655
     Employer contributions                                    345             249             203
     Gross benefits paid                                      (244)           (305)           (277)
     Actual return on plan assets                               29             603             556
                                                           -------         -------         -------
     Fair value of plan assets at end of year              $ 5,814         $ 5,684         $ 5,137
                                                           =======         =======         =======

     Funded status at end of year                          $  (214)        $   489            (449)
     Unrecognized net actuarial (gain)                        (199)           (860)            170
     Unrecognized transition amount                            (25)            (51)            (76)
                                                           -------         -------         -------
     Accrued benefit costs                                 $  (438)        $  (422)        $  (355)
                                                           =======         =======         =======
</TABLE>



                                      F-11

<PAGE>


Pension expenses includes the following components:

                                                 FISCAL YEAR ENDED
                                       ----------------------------------------
                                       MARCH 3,    FEBRUARY 26,    FEBRUARY 27,
                                        2001           2000           1999
                                       --------    ------------    ------------
                                                 (IN THOUSANDS)
   COMPONENTS OF NET
   PERIODIC BENEFIT COST:

   Service cost                         $510           $437           $477
   Interest cost                         385            356            334
   Return on Assets                      (29)          (603)          (556)
   Amortization of actuarial loss       (504)           125            132
                                        ----           ----           ----
   Net periodic benefit cost            $362           $315           $387
                                        ====           ====           ====
   WEIGHTED-AVERAGE
   ASSUMPTIONS USED:

   Discount rate                        7.25%          7.75%          6.75%
   Rate of compensation increase        4.50%          4.50%          4.50%


     The expected long-term rate of return on plan assets was 8.5% during each
     of the years ended March 3, 2001 and February 26, 2000.

b.   PROFIT-SHARING AND 401(k) PLAN - The Company has a profit-sharing plan and
     401(k) plan for all employees other than those covered under collective
     bargaining agreements. In 1995, the Company established a defined
     contribution savings plan 401(k) for substantially all of its eligible
     employees. Employees may contribute a percentage of their salary to the
     plan subject to statutory limits. The Company has not made any matching
     contributions to this plan during the fiscal year ended March 3, 2001.
     However, profit-sharing contributions were made in the amounts of $18,900
     for year ended February 26, 2000, $180,000 for the year ended February 27,
     1999 and $222,000 for the year ended February 28, 1998.


NOTE 8 - COMMITMENTS

a.   LEASES - The Company has various operating leases for its retail stores,
     with terms expiring between 2001 and 2018. Under most lease agreements, the
     Company pays real estate taxes, maintenance and other operating expenses.
     Certain store leases also provide for additional contingent rentals based
     upon a percentage of sales in excess of certain minimum amounts.




                                      F-12

<PAGE>


Future minimum lease payments at March 3, 2001 are as follows:

                                                OPERATING
                                                 LEASES
                                              ------------
    2001                                      $ 10,606,643
    2002                                         9,171,710
    2003                                         8,599,835
    2004                                         8,283,200
    2005                                         8,084,892
    2006 and thereafter                         35,717,729
                                              ------------
    Total minimum payments                    $ 80,464,009
                                              ============


Rent expense for operating leases are as follows:

                                               FISCAL YEAR ENDED
                                 -----------------------------------------------
                                 MARCH 3,         FEBRUARY 26,      FEBRUARY 27,
                                   2001              2000              1999
                                 --------           -------           ------
                                                (IN THOUSANDS)
Minimum rentals due              $ 11,131           $10,477           $7,608
Escalation rentals accrued            516               868              584
Contingent rentals                     15                16               26
Sublease rentals                     (528)             (512)            (875)
                                 --------           -------           ------
                                 $ 11,134           $10,849           $7,343
                                 ========           =======           ======


b.   EMPLOYMENT AGREEMENT - The Company has an employment agreement with its
     General Merchandising Manager, expiring 2009, pursuant to which annual
     compensation of approximately $350,000 is required. In addition, that
     employee is entitled to additional compensation upon occurrence of certain
     events.

c.   LEGAL PROCEEDINGS - The Company is a party to routine litigation incident
     to its business. Management of the Company believes, based upon its
     assessment of the actions and claims outstanding against the Company, and
     after discussion with counsel, that there are no legal proceedings that
     will have a material adverse effect on the financial condition or results
     of operations of the Company. Some of the lawsuits to which the Company is
     a party are covered by insurance and are being defended by the Company's
     insurance carriers.


NOTE 9 - PREFERRED STOCK

The Company is authorized to issue up to 1,000,000 shares of preferred stock, in
one or more series of preferred stock. The Board of Directors is authorized to
establish the number of shares to be included in each such series, and to fix
the designation, relative rights, preferences, qualifications and limitations of
the shares of each such series.



                                      F-13

<PAGE>


NOTE 10 - STOCK OPTION PLAN

The Company's Stock Option Plan allows for the granting of incentive stock
options, as defined in Section 422A of the Internal Revenue Code of 1986 (as
amended), non-qualified stock options or stock appreciation rights. The plan
requires that incentive stock options be granted at an exercise price not less
than the fair market value of the common shares on the date the option is
granted. The exercise price of the option for holders of more than 10% of the
voting rights of the Company must be not less than 110% of the fair market value
of the common shares on the date of grant. Non-qualified options and stock
appreciation rights may be granted at any exercise price. The Company has
reserved 1,500,000 shares of common stock for issuance thereunder.

No option or stock appreciation rights may be granted under the stock option
plan after July 2003. The maximum exercise period for any option or stock
appreciation right under the plan is ten years from the date the option is
granted (five years for any optionee who holds more than 10% of the voting
rights of the Company).

SFAS No. 123 encourages (but does not require) compensation expense to be
measured based on the fair value of the equity instrument awarded. In accordance
with APB No. 25, no compensation cost has been recognized in the Consolidated
Statements of Operations for the Company's stock option plans. If compensation
cost for the Company's stock option plans had been determined in accordance with
the fair value method prescribed by SFAS No. 123, the Company's pro forma net
income (loss) and earnings per share would be as follows:

                                               2000         1999        1998
                                             --------     -------     -------
    Net Income (loss) (in thousands)         ($8,892)     $ 1,893     $17,320
    Net Income (loss) per share - basic        ($.56)     $  0.12     $  1.00
    Net Income (loss) per share - diluted      ($.56)     $  0.12     $  1.00

This pro forma information may not be representative of the amounts to be
expected in future years as the fair value method of accounting prescribed by
SFAS No. 123 has not been applied to options granted prior to 1996.

The fair value of each option grant is estimated on the date of each grant using
the Black-Scholes option-pricing model with the following weighted average
assumptions used for grants in 1999 and 1998: risk-free interest rate of 6.47%
and 4.75% expected life 5 and 10 years, expected volatility of 35.38% and 31.33%
and dividend yield 0%. There were no stock options granted in 2000. The fair
value generated by the Black-Scholes model may not be indicative of the future
benefit, if any, that may be received by the option holder.



                                      F-14

<PAGE>


STOCK option transactions are summarized below:

<TABLE>
<CAPTION>
                                                                     FISCAL YEAR ENDED
                                                         (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                      -----------------------------------------------------------------------------
                                           MARCH 3, 2001             FEBRUARY 26, 2000           FEBRUARY 27, 1999
                                      ---------------------          ------------------         -------------------
                                                   WEIGHTED                    WEIGHTED                    WEIGHTED
                                      FISCAL        AVERAGE          FISCAL    AVERAGE          FISCAL     AVERAGE
                                       2000        EXERCISE           1999     EXERCISE          1998      EXERCISE
FIXED OPTIONS                         SHARES         PRICE           SHARES     PRICE           SHARES      PRICE
                                      ------       --------          ------    --------         ------     --------
<S>                                   <C>            <C>             <C>        <C>               <C>       <C>
Outstanding
     beginning of year                1,184          $7.33             493      $10.01            347       $ 9.75
     Granted                            --             --              724        5.63            200        10.69
     Exercised                          --             --               --        --              (38)       10.70
     Cancelled                          (78)          8.64             (33)       9.98            (16)       11.07
                                      -----          -----           -----      ------           ----       ------
Outstanding, end of period            1,106          $7.24           1,184      $ 7.33            493       $10.01
                                      =====          =====           =====      ======           ====       ======
Options exerciseable at year end        672          $8.19             550      $ 9.02            430       $10.30

Weighted-average fair value of
  options granted during the year                      --                       $2.36                       $ 3.74
</TABLE>



The following table summarizes information about stock options outstanding at
March 3, 2001:


                 OPTIONS OUTSTANDING                      OPTIONS EXERCISABLE
 ------------------------------------------------------   -------------------
                                       WEIGHTED-AVERAGE
                        NUMBER             REMAINING            NUMBER
    RANGE OF        OUTSTANDING AT       CONTRACTURAL       EXERCISABLE AT
 EXERCISE PRICES    MARCH 3, 2001        LIFE (YEARS)       MARCH 3, 2001
 ---------------    --------------     ----------------     --------------
     $5.625            681,725                8.7              272,690
      8.00              87,500                5.5               62,500
      8.50              25,100                1.6               25,100
      9.625             18,500                0.1               18,500
      9.75              50,000                2.3               50,000
      9.88              25,000                6.2               25,000
     10.625              5,650                2.1                5,650
     10.6875           200,000                7.6              200,000
     11.50              12,500                1.1               12,500








                                      F-15

<PAGE>


NOTE 11 - NET INCOME PER SHARE

In accordance with SFAS 128, basic net income (loss) per share has been computed
based upon the weighted average common shares outstanding. Diluted net income
per share gives effect to outstanding stock options.

Net income per share have been computed as follows:

                                     FISCAL 2000    FISCAL 1999     FISCAL 1998
                                     -----------    -----------     -----------
BASIC NET INCOME PER SHARE:

Net Income (loss)                     ($ 8,333)       $  2,224       $ 17,449
Average shares outstanding              15,950          16,351         17,474

Basic net income (loss) per share       ($0.52)       $   0.14       $   1.00

DILUTED NET INCOME PER SHARE:

Net Income (loss)                     ($ 8,333)       $  2,224       $ 17,449

Average shares outstanding              15,950          16,351         17,474
Stock options                                0              11             62
                                      --------        --------       --------
Total average equivalent shares         15,950          16,362         17,536

Diluted net income (loss) per share     ($0.52)       $    .14       $   1.00


Options to purchase 1,106,000, 367,000 and 396,000 shares of common stock at
prices ranging from $5.625 to $12.250 per share were outstanding in 2000, 1999
and 1998, respectively, but were not included in the computation of diluted net
income per share because the exercise price of the options exceed the average
market price and would have been antidilutive.


NOTE 12 - RELATED PARTY TRANSACTIONS

Included in the Statements of Operations are the following expenses relating to
a real estate capital lease with an officer (this lease expired November 30,
1999). During the fiscal year ended March 3, 2001, the Company paid to Sy Syms
$600,000 in fixed rent.

                          MARCH 3,     FEBRUARY 26,       FEBRUARY 27,
                           2001           2000               1999
                          -------      ------------       ------------
                                     (IN THOUSANDS)

    Depreciation            --            $ 100             $ 161
    Interest                --               31               119





                                      F-16

<PAGE>




The balance sheet includes the following items relating to this agreement:

                                         MARCH 3, 2001   FEBRUARY 26, 2000
                                         -------------   -----------------
                                                  (IN THOUSANDS)

   Assets under Capital Lease                  --            $  3,763
   Accumulated Depreciation                    --              (3,756)
   Capital Lease Obligation                    --                 --

On April 2, 2001, the Company loaned the Marcy Syms Revocable Trust $800,000.
The loan is evidenced by the Trust's ten-year Note which is guaranteed by
Ms. Syms and is secured by a first priority mortgage on the real estate which
Ms. Syms owns in Westchester County. The Note bears interest at the rate of
5.43% per annum (the then applicable federal long-term rate) payable annually.


NOTE 13 - UNAUDITED SELECTED QUARTERLY FINANCIAL DATA

                                                       QUARTER
                                       ----------------------------------------
                                         FIRST     SECOND     THIRD      FOURTH
                                       --------    ------   --------   ---------
                                       (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
YEAR ENDED MARCH 3, 2001
  Net sales                            $ 81,192  $ 74,621   $ 94,309   $ 92,194
  Gross profit                           31,317    26,725     33,417     35,428
  Net income (loss)                         144    (2,976)    (7,699)     2,198
  Net income (loss) per share - basic      0.01     (0.19)     (0.48)      0.14
  Net income (loss) per share - diluted    0.01     (0.19)     (0.48)      0.14


                                                       QUARTER
                                       ----------------------------------------
                                         FIRST    SECOND     THIRD      FOURTH
                                       --------   ------   --------   ---------
                                       (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
YEAR ENDED FEBRUARY 26, 2000

  Net sales                            $ 79,771  $ 72,794   $ 95,628   $ 93,377
  Gross profit                           31,846    23,926     36,776     36,177
  Net income (loss)                         834    (3,525)     2,796      2,119
  Net income (loss) per share - basic      0.05     (0.21)      0.17       0.13
  Net income (loss) per share - diluted    0.05     (0.21)      0.17       0.13





                                      F-17